UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 14C
                                  AMENDMENT 2

                 INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

FILED BY THE REGISTRANT [X]

FILED BY PARTY OTHER THAN THE REGISTRANT [ ]

CHECK THE APPROPRIATE BOX:

[ ]  Preliminary Information Statement
[ ]  Confidential, for Use of the Commission Only (as permitted by Rule
     14c-5(d)(2))
[X]  Definitive  Information  Statement


                                  ZANNWELL INC.
                (Name of Registrant as specified in its charter)

PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):

[X]  No  fee  required.
(1)  Title  of  each  class  of  securities  to  which  transaction  applies:
(2)  Aggregate  number  of  securities  to  which  transactions  applies:
(3)  Per  unit  price or other underlying value of transaction computed pursuant
     to  exchange  act  rule  0-11:
(4)  Proposed  maximum  aggregate  value  of  transaction:
(5)  Total  fee  paid:

[ ]  Fee  paid  previously  with  preliminary  materials.

[ ]  Check  box  if any part of the fee is offset as provided by exchange act
     rule  0-11(a)(2)  and  identify the filing for which the offsetting fee was
     paid  previously.  Identify  the  previous filing by registration statement
     number,  or  the  form  or  schedule  and  the  date  of  its  filing.
(1)  Amount  previously  paid:
(2)  Form,  schedule  or  registration  statement  no.:
(3)  Filing  party:
(4)  Date  filed:


                                        1


                                  ZANNWELL INC.
                        1802 N. Carson Street, Suite 212
                            Carson City, Nevada 89701

                            TELEPHONE (775) 887-0670

                                December 13, 2004

To Our Stockholders:

     The  purpose  of  this  information  statement  is to inform the holders of
record  of  shares of our common stock as of the close of business on the record
date, December 1, 2004 that our board of directors has recommended, and that the
holder  of  the  majority  of voting capital stock intends to vote on January 3,
2005  to  effect  the  following  corporate  actions:

     1.   Amend  our  articles  of  incorporation  to  change  our  name  from
"ZannWell  Inc."  to  "The  BlackHawk  Fund";

     2.   Approve  an amendment to our articles of incorporation to increase the
authorized  number  of  shares  of  our  common  stock  from  900,000,000  to
4,000,000,000  shares;

     3.   Grant discretionary authority to our board of directors to implement a
reverse  stock  split of our common stock on the basis of one post-consolidation
share  for  up to each 800 pre-consolidation shares to occur at some time within
12  months of the date of this information statement, with the exact time of the
reverse  split  to  be  determined  by  the  board  of  directors;

     4.   Grant discretionary authority to the directors to implement a proposal
for  ZannWell Inc. to become a Business Development Corporation to occur at some
time  within 12 months of the date of this information statement, with the exact
time  of  such  conversion  to  be  determined  by  the  board  of  directors;

     5.   Ratify  the  removal  of R. Patrick Liska from our board of directors;
          and

     6.   Ratify the  election  of  Steve  Bonenberger  and  Brent  Fouch as our
directors.

     We  have  a  consenting  stockholder,  Palomar  Enterprises, Inc., a Nevada
corporation,  ("Palomar"),  which  holds  19,000,000  shares  of  our  series  A
preferred  stock,  10,000,000  shares  of  our  series  B  preferred  stock, and
10,000,000  shares  of  our series C preferred stock. The shares of the series A
preferred  stock do not have voting rights. Each share of the series B preferred
stock entitles the holder to one vote of our common stock on all matters brought
before our stockholders. Each share of the series C preferred stock entitles the
holder  to  100  votes  of  our  common  stock on all matters brought before our
stockholders.  Therefore,  Palomar  will  have  the  power to vote 1,010,000,000
shares  of  the  common  stock,  which number exceeds the 167,750,000 issued and
outstanding  shares  of  our  common  stock  on  the  record  date.

     Palomar  will  vote  in favor of the proposed amendments to our articles of
incorporation,  to  ratify  the  removal  of  a director and the election of new
directors,  and  for  the  grant  of  discretionary  authority to the board with
respect to the stock split and conversion to a Business Development Corporation.
Palomar  will  have the power to pass the proposed corporate actions without the
concurrence  of  any  of  our  other  stockholders.


                                        1

     WE ARE NOT ASKING FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

     We  appreciate  your  continued  interest  in  ZannWell  Inc.

                                         Very truly yours,

                                         /s/  Steve Bonenberger
                                         Steve Bonenberger
                                         President



                                      -2-


                                  ZANNWELL INC.
                        1802 N. Carson Street, Suite 212
                            Carson City, Nevada 89701

                            TELEPHONE (775) 887-0670

                              INFORMATION STATEMENT

     WE  ARE  NOT  ASKING  YOU  FOR  A PROXY AND YOU ARE REQUESTED NOT TO SEND A
PROXY.

     This  information  statement  is  furnished to the holders of record at the
close of business on December 1, 2004 the record date, of the outstanding common
stock  of ZannWell Inc., pursuant to Rule 14c-2 promulgated under the Securities
Exchange  Act of 1934, as amended, in connection with the approval by the holder
of  the majority of the votes of our stock intends to take on January 3, 2005 to
effect  the  following  corporate  actions:

     1.   Amend  our  articles  of  incorporation  to  change  our  name  from
"ZannWell  Inc."  to  "The  BlackHawk  Fund";

     2.   Approve  an amendment to our articles of incorporation to increase the
authorized  number  of  shares  of  our  common  stock  from  900,000,000  to
4,000,000,000  shares;

     3.   Grant discretionary authority to our board of directors to implement a
reverse  stock  split of our common stock on the basis of one post-consolidation
share  for  up to each 800 pre-consolidation shares to occur at some time within
12  months of the date of this information statement, with the exact time of the
reverse  split  to  be  determined  by  the  board  of  directors;

     4.   Grant discretionary authority to the directors to implement a proposal
for  ZannWell  Inc.  to  become  a  Business Development Corporation to occur at
some  time  within 12 months of the date of this information statement, with the
exact  time  of  such  conversion  to  be  determined by the board of directors;

     5.  Ratify the removal of R. Patrick Liska from our board of directors; and

     6.  Ratify  the  election  of  Steve  Bonenberger  and  Brent  Fouch as our
directors.

     This  information  statement  will be sent on or about December 13, 2004 to
our  stockholders  of  record  who  do  not  sign  the  majority written consent
described  herein.

                                VOTING  SECURITIES

     In  accordance  with our bylaws, our board of directors has fixed the close
of  business  on  December  1,  2004  as  the  record  date  for determining the
stockholders  entitled  to  notice of the above noted actions. The amendments to
our  articles of incorporation, the approval of the discretionary authority with
respect to the reverse stock split require the affirmative vote of a majority of
the  shares  of  our common stock issued and outstanding at the time the vote is
taken.  The  approval  of the discretionary authority with respect to becoming a
Business  Development  Corporation  requires a simple majority of the votes cast
once  a  quorum  is  present  and voting. The ratification of the removal of the
director  requires  two-thirds of the voting power of the issued and outstanding
stock  entitled to vote. The ratification of the election of Messrs. Bonenberger
and  Fouch  as  our  directors  requires  the plurality of the votes cast once a
quorum  is  present  and  voting.

     The  quorum necessary to conduct business of the stockholders consists of a
majority  of  the  common  stock  issued  and outstanding as of the record date.

     As  of  the record date, 167,750,000 shares of our common stock were issued
and  outstanding,  20,000,000 shares of our Series A preferred stock were issued
and  outstanding,  10,000,000 shares of our Series B preferred stock were issued
and  outstanding  and  10,000,000  shares  of  our Series C preferred stock were
issued  and  outstanding. We have a consenting stockholder, Palomar Enterprises,
Inc.,  a  Nevada  corporation, ("Palomar"), which holds 19,000,000 shares of our
series A preferred stock, 10,000,000 shares of our series B preferred stock, and
10,000,000  shares of our series C preferred stock. The Series A preferred stock
does not have voting rights. Each share of the series B preferred stock entitles
the  holder  to  one  vote of our common stock on all matters brought before our
stockholders.  Each share of the series C preferred stock entitles the holder to
100  votes  of  our common stock on all matters brought before our stockholders.
Therefore,  Palomar  will  have  the  power  to vote 1,010,000,000 shares of the
common stock, which number exceeds the 167,750,000 issued and outstanding shares
of  our  common  stock  on  the  record  date.

     Palomar  will  vote  in favor of the proposed amendments to our articles of
incorporation,  for  the  grant  of  discretionary  authority  to the board with
respect to the stock split and conversion to a Business Development Corporation,
and  for the ratification of the removal and election of directors. Palomar will
have the power to pass the proposed corporate actions without the concurrence of
any  of  our  other  stockholders.

DISTRIBUTION AND COSTS

     We  will pay all costs associated with the distribution of this information
statement,  including  the  costs of printing and mailing.  In addition, we will
only  deliver  one information statement to multiple security holders sharing an
address,  unless  we have received contrary instructions from one or more of the
security  holders.  Also,  we  will  promptly  deliver  a  separate copy of this
information  statement  and  future  stockholder  communication documents to any
security  holder  at a shared address to which a single copy of this information
statement  was delivered, or deliver a single copy of this information statement
and future stockholder communication documents to any security holder or holders
sharing  an  address  to  which  multiple copies are now delivered, upon written
request  to  us  at  our  address  noted  above.

     Security  holders  may  also  address future requests regarding delivery of
information  statements  and/or  annual  reports by contacting us at the address
noted  above.

DISSENTERS' RIGHT OF APPRAISAL

     No  action  will be taken in connection with the proposed corporate actions
by  our  board of directors or the voting stockholders for which Nevada law, our
articles  of incorporation or bylaws provide a right of a stockholder to dissent
and  obtain  appraisal  of  or  payment  for  such  stockholder's  shares.

    GRANT  OF  DISCRETIONARY AUTHORITY TO THE DIRECTORS TO AMEND OUR ARTICLES OF
                           INCORPORATION  TO  CHANGE  OUR
                             NAME  TO  "THE  BLACKHAWK  FUND."

     Our  board  of  directors  has  unanimously  adopted  a  resolution seeking
stockholder  approval  to amend our articles of incorporation to change our name
to  "The  BlackHawk Fund." The board believes that this amendment is in our best
interests  because it will more accurately reflect our planned business model as
a  business  development  company  with  diversified  interests.  The  proposed
amendment  will  not  have  any  material  effect  on  our business, operations,
reporting requirements or stock price. Stockholders will not be required to have
new  stock  certificates  reflecting  the  change  in  the  par value. New stock
certificates  will  be  issued  as old certificates are tendered to our transfer
agent.  A copy of the proposed resolution amending our articles of incorporation
to  change  our  corporate  name  is  contained  in  Attachment A hereto. If the
                                                     ------------
amendment  is  adopted, it will become effective upon filing of a certificate of
amendment  of  our  articles  of  incorporation  with  the Secretary of State of
Nevada.

VOTE  REQUIRED

     The  affirmative  vote  of  a majority of the total number of shares of our
issued and outstanding capital stock is required to approve the amendment to our
articles  of  incorporation  to  change  our  name from "ZannWell Inc." to " The
BlackHawk  Fund."


                                      -2-

     Our  board of directors recommends that stockholders vote FOR the amendment
of  our  articles  of  incorporation  to  change  our  name  to  "The  BlackHawk
Fund."

                    AMENDMENT TO ARTICLES OF INCORPORATION TO
               INCREASE THE NUMBER OF OUR AUTHORIZED COMMON STOCK

     The  board of directors has determined that it is advisable to increase our
authorized  common  stock  and  has adopted, subject to stockholder approval, an
amendment  to our articles of incorporation to increase our authorized number of
shares of common stock from 900,000,000 shares to 4,000,000,000 shares of common
stock,  par  value  $0.001 per share. A copy of the proposed resolution amending
our  articles  of  incorporation  is  attached  to this information statement as
Attachment  A.
-------------

     Authorizing  an  additional 3,100,000,000 shares of common stock would give
our  board  of  directors  the  express authority, without further action of the
stockholders,  to  issue  common  stock  from  time  to  time as the board deems
necessary.  The  board of directors believes it is necessary to have the ability
to  issue such additional shares of common stock for general corporate purposes.
Potential  uses  of  the  additional  authorized  shares  may  include  equity
financings,  issuance  of  options, acquisition transactions, stock dividends or
distributions,  without  further  action by the stockholders, unless such action
were  specifically  required by applicable law or rules of any stock exchange or
similar  system  on  which  our  securities  may  then  be  listed.

     The  following  is a summary of the material matters relating to our common
stock.

     Presently,  the  holders  of  our common stock are entitled to one vote for
each  share  held  of  record  on  all  matters  submitted  to  a  vote  of  our
stockholders,  including  the  election of directors. Our common stockholders do
not have cumulative voting rights. Subject to preferences that may be applicable
to  any  then  outstanding  series of our preferred stock, holders of our common
stock are entitled to receive ratably such dividends, if any, as may be declared
by  our  board  of directors out of legally available funds. In the event of the
liquidation,  dissolution,  or  winding  up of ZannWell Inc., the holders of our
common  stock  will  be  entitled  to  share  ratably  in the net assets legally
available  for  distribution  to  our  stockholders after the payment of all our
debts  and  other  liabilities, subject to the prior rights of any series of our
preferred  stock  then  outstanding.

     The  holders of our common stock have no preemptive or conversion rights or
other subscription rights and there are no redemption or sinking fund provisions
applicable  to  our  common  stock.  The amendment would not alter or modify any
preemptive  right of holders of our common stock to acquire our shares, which is
denied,  or  effect  any  change  in  our common stock, other than the number of
authorized  shares.

     The  issuance  of  additional  shares  to  certain  persons allied with our
management  could  have  the  effect  of  making it more difficult to remove our
current  management  by diluting the stock ownership or voting rights of persons
seeking  to cause such removal. In addition, an issuance of additional shares by
us  could  have  an  effect on the potential realizable value of a stockholder's
investment.

     In  the absence of a proportionate increase in our earnings and book value,
an  increase  in  the  aggregate  number of our outstanding shares caused by the
issuance  of  the  additional shares will dilute the earnings per share and book
value  per  share of all outstanding shares of our common stock. If such factors
were  reflected in the price per share of common stock, the potential realizable
value  of  a  stockholder's  investment  could  be  adversely  affected.

     The  additional  common stock to be authorized by adoption of the amendment
would  have rights identical to our currently outstanding common stock. Adoption
of  the proposed amendment and issuance of the common stock would not affect the
rights  of  the  holders  of  our currently outstanding common stock, except for
effects  incidental to increasing the number of outstanding shares of our common
stock,  such  as dilution of the earnings per share and voting rights of current
holders  of  common stock. If the amendment is adopted, it will become effective
upon  filing of a certificate of amendment of our articles of incorporation with
the  Secretary  of  State  of  Nevada.

     Issuance  of  additional  shares.  As  of  the  date  of  this  information
statement,  our  board  has no plans to issue or use any of our newly authorized
shares  of  common  stock.  The  increase in the number of our authorized common


                                      -3-

shares  is  proposed by our management in order to ensure sufficient reserves of
our  common  stock  for  various  capital purposes and to eliminate the need for
similar amendments in the near future, which could be costly and time-consuming.
The  proposal  with  respect  to  our  common  stock  is not being made by us in
response  to  any  known  accumulation  of  shares  or  threatened  takeover.

VOTE REQUIRED

     The  affirmative  vote  of  a majority of the total number of shares of our
issued and outstanding capital stock is required to approve the amendment to our
articles  of  incorporation  increasing  the  number  of  our  common  shares.
Our  board  of  directors recommends that stockholders vote FOR the amendment of
our  articles  of  incorporation  increasing the number of our authorized common
shares  as  described  in  Attachment A  hereto.
                           ------------

           GRANT OF DISCRETIONARY AUTHORITY TO THE BOARD OF DIRECTORS
              TO IMPLEMENT A ONE FOR UP TO 800 REVERSE STOCK SPLIT

     Our  board  of  directors  has  adopted  a  resolution  to seek stockholder
approval  for  discretionary  authority to our board of directors to implement a
reverse  split  for  the  purpose  of  increasing the market price of our common
stock. The reverse split exchange ratio that the board of directors approved and
deemed  advisable  and for which it is seeking stockholder approval is up to 800
pre-consolidation shares for each one post-consolidation share, with the reverse
split  to  occur within 12 months of the date of this information statement, the
exact  time  of  the  reverse  split  to be determined by the directors in their
discretion.  Approval  of  this  proposal  would  give  the  board  authority to
implement  the  reverse split on the basis of up to 800 pre-consolidation shares
for each one post-consolidation share at any time it determined within 12 months
of  the  date  of  this  information  statement.  In  addition, approval of this
proposal  would  also give the board authority to decline to implement a reverse
split.

     Our  board  of  directors believes that stockholder approval of a range for
the  exchange  ratio  of  the  reverse  split  (as contrasted with approval of a
specified  ratio  of  the  split)  provides  the board of directors with maximum
flexibility  to achieve the purposes of a stock split, and, therefore, is in the
best  interests  of our stockholders. The actual ratio for implementation of the
reverse  split  would  be  determined  by  our board of directors based upon its
evaluation  as  to  what ratio of pre-consolidation shares to post-consolidation
shares  would  be  most  advantageous  to  us  and  our  stockholders.

     Our  board  of  directors  also  believes  that  stockholder  approval of a
twelve-months  range  for  the  effectuation of the reverse split (as contrasted
with  approval of a specified time of the split) provides the board of directors
with  maximum  flexibility  to  achieve  the  purposes  of  a  stock split, and,


                                      -5-

therefore,  is  in the best interests of our stockholders. The actual timing for
implementation  of  the  reverse  split  would  be  determined  by  our board of
directors  based upon its evaluation as to when and whether such action would be
most  advantageous  to  us  and  our  stockholders.

     If  you  approve  the  grant  of  discretionary  authority  to our board of
directors  to  implement  a  reverse split and the board of directors decides to
implement  the  reverse split, we will effect a reverse split of our then issued
and  outstanding common stock on the basis of up to 800 pre-consolidation shares
for  each  one  post-consolidation  share.

     The  board  of  directors  believes  that the higher share price that might
initially  result  from  the reverse stock split could help generate interest in
ZannWell Inc. among investors and thereby assist us in raising future capital to
fund  our  operations  or  make  acquisitions.

     Stockholders  should  note  that  the  effect of the reverse split upon the
market price for our common stock cannot be accurately predicted. In particular,
if  we  elect  to  implement  a  reverse stock split, there is no assurance that
prices  for  shares  of our common stock after a reverse split will be up to 800
times greater than the price for shares of our common stock immediately prior to
the  reverse  split, depending on the ratio of the split. Furthermore, there can
be  no  assurance  that the market price of our common stock immediately after a
reverse  split will be maintained for any period of time. Moreover, because some
investors  may view the reverse split negatively, there can be no assurance that
the reverse split will not adversely impact the market price of our common stock
or, alternatively, that the market price following the reverse split will either
exceed  or  remain  in  excess  of  the  current  market  price.

EFFECT OF THE REVERSE SPLIT

     The  reverse  split  would  not affect the registration of our common stock
under  the  Securities  Exchange Act of 1934, as amended, nor will it change our
periodic  reporting  and  other  obligations  thereunder.

     The  voting  and  other  rights  of  the  holders of our stock would not be
affected  by the reverse split (other than as a result of the payment of cash in
lieu  of  fractional  shares  as described below).  For example, a holder of 0.5
percent  of  the  voting  power  of  the  outstanding shares of our common stock
immediately  prior  to the effective time of the reverse split would continue to
hold  0.5  percent  of  the voting power of the outstanding shares of our common
stock  after  the reverse split.  The number of stockholders of record would not
be  affected  by  the  reverse  split (except to the extent that any stockholder
holds  only  a  fractional  share interest and receives cash for such interest).

     The  authorized  number of shares of our common and preferred stock and the
par  value  of  our  common  and  preferred  stock  under  our  articles  of
incorporation  would remain the same following the effective time of the reverse
split.

     The  number  of  shares of our common stock issued and outstanding would be
reduced following the effective time of the reverse split in accordance with the
following  formula:  if  our directors decide to implement a one for 800 reverse
split,  every  800  shares  of  our  common  stock  owned  by a stockholder will
automatically be changed into and become one new share of our common stock, with
800 being equal to the exchange ratio of the reverse split, as determined by the
directors  in  their  discretion.

     Stockholders  should  recognize  that  if a reverse split is effected, they
will own a fewer number of shares than they presently own (a number equal to the
number  of  shares  owned immediately prior to the effective time divided by the
one  for  800 exchange ratio, or such lesser exchange ratio as may be determined
by  our  directors,  subject  to  adjustment for fractional shares, as described
below).

     Fractional  share  which would otherwise be held by the stockholders of our
common  stock  after a reverse split will be rounded up to the next whole share.
We will issue one new share of our common stock for up to each 800 shares of our
common  stock held as of the record date. All fractional share amounts resulting
from  the  reverse  split  will  be  rounded up to the next whole new share. The
reverse  split  may reduce the number of holders of post-reverse split shares as
compared  to


                                      -6-

the  number  of holders of pre-reverse split shares to the extent that there are
stockholders  presently  holding fewer than 800 shares (or such lesser number as
may  be  determined  by  our  directors).  However, the intention of the reverse
split  is  not  to  reduce  the  number of our stockholders.  In fact, we do not
expect  that  the  reverse  split  will  result in any material reduction in the
number  of  our  stockholders.

     We  currently have no intention of going private, and this proposed reverse
stock  split  is  not intended to be a first step in a going private transaction
and  will  not  have  the  effect of a going private transaction covered by Rule
13e-3  of the Exchange Act.  Moreover, the proposed reverse stock split does not
increase  the  risk  of  us  becoming  a  private  company  in  the  future.

     Issuance  of  Additional  Shares.  The  number  of  authorized but unissued
shares  of  our  common  and  preferred  stock  effectively  will  be  increased
significantly  by  the  reverse  split  of  our common and preferred stock.  For
example,  if  we  elect  to  implement a one for 250 reverse split, based on the
167,750,000  shares  of our common stock outstanding on the record date, and the
900,000,000  shares  of our common stock that are currently authorized under our
articles  of  incorporation,  732,250,000  shares  of  our  common  stock remain
available  for issuance prior to the reverse split taking effect.  A one for 250
reverse  split would have the effect of decreasing the number of our outstanding
shares  of  our  common  stock  from  167,750,000  to  671,000  shares.

     Based  on  the  900,000,000  shares  of our common stock that are currently
authorized under our articles of incorporation, and before the proposed increase
in  our  authorized common stock, if we elect to implement a one for 250 reverse
stock  split,  the  reverse  split,  when  implemented, would have the effect of
increasing the number of authorized but unissued shares of our common stock from
732,250,000  to  899,329,000  shares.

     If  we  elect  to  implement  a  one  for  800  reverse split, based on the
167,750,000  shares  of our common stock outstanding on the record date, and the
900,000,000  shares  of our common stock that are currently authorized under our
articles  of  incorporation,  732,250,000  shares  of  our  common  stock remain
available  for issuance prior to the reverse split taking effect.  A one for 800
reverse  split would have the effect of decreasing the number of our outstanding
shares  of  our  common  stock  from  167,750,000  to  209,688  shares.

     Based  on  the  900,000,000  shares  of our common stock that are currently
authorized under our articles of incorporation, and before the proposed increase
in  our  authorized common stock, if we elect to implement a one for 800 reverse
stock  split,  the  reverse  split,  when  implemented, would have the effect of
increasing the number of authorized but unissued shares of our common stock from
732,250,000  to  899,790,312  shares.

     The  issuance  in  the future of such additional authorized shares may have
the  effect of diluting the earnings per share and book value per share, as well
as the stock ownership and voting rights, of the currently outstanding shares of
our common stock.

     The  effective  increase in the number of authorized but unissued shares of
our  common  and  preferred  stock  may  be construed as having an anti-takeover
effect by permitting  the  issuance  of  shares  to  purchasers who might oppose
a  hostile  takeover  bid  or  oppose  any  efforts  to  amend or repeal certain
provisions  of  our  articles  of  incorporation or bylaws.  Such a use of these
additional  authorized  shares  could  render  more difficult, or discourage, an
attempt  to  acquire control of us through a transaction opposed by our board of
directors.  At  this  time, our board does not have plans to issue any common or
preferred  shares  resulting  from  the effective increase in our authorized but
unissued  shares  generated  by  the  reverse  split.

FEDERAL INCOME TAX CONSEQUENCES

     We   will  not recognize any gain or loss as a result of the reverse split.


                                      -7-


     The  following  description of the material federal income tax consequences
of  the  reverse split to our stockholders is based on the Internal Revenue Code
of  1986,  as  amended,  applicable Treasury Regulations promulgated thereunder,
judicial authority and current administrative rulings and practices as in effect
on  the date of this information statement.  Changes to the laws could alter the
tax consequences described below, possibly with retroactive effect.  We have not
sought  and  will  not  seek an opinion of counsel or a ruling from the Internal
Revenue  Service  regarding  the  federal income tax consequences of the reverse
split.  This discussion is for general information only and does not discuss the
tax  consequences  that  may  apply  to  special  classes  of  taxpayers  (e.g.,
non-residents of the United States, broker/dealers or insurance companies).  The
state  and local tax consequences of the reverse split may vary significantly as
to  each  stockholder, depending upon the jurisdiction in which such stockholder
resides.  You  are  urged  to  consult  your  own  tax advisors to determine the
particular  consequences  to  you.

     In  general,  the federal income tax consequences of the reverse split will
vary  among stockholders depending upon whether they receive cash for fractional
shares  or solely a reduced number of shares of our common stock in exchange for
their  old shares of our common stock. We believe that the likely federal income
tax  effects of the reverse split will be that a stockholder who receives solely
a  reduced number of shares of our common stock will not recognize gain or loss.
With  respect  to  a  reverse  split,  such a stockholder's basis in the reduced
number  of  shares of our common stock will equal the stockholder's basis in its
old  shares  of  our  common stock. A stockholder who receives cash in lieu of a
fractional  share  as  a  result  of  the  reverse stock split will generally be
treated  as  having  received the payment as a distribution in redemption of the
fractional  share, as provided in Section 302(a) of the Code, which distribution
will  be  taxed  as  either  a  distribution under Section 301 of the Code or an
exchange  to  such stockholder, depending on that stockholder's particular facts
and  circumstances.  Generally,  a  stockholder  receiving such a payment should
recognize  gain  or  loss equal to the difference, if any, between the amount of
cash  received  and  the  stockholder's  basis  in  the fractional share. In the
aggregate,  such  a  stockholder's  basis in the reduced number of shares of our
common  stock will equal the stockholder's basis in its old shares of our common
stock  decreased  by  the basis allocated to the fractional share for which such
stockholder  is  entitled  to  receive  cash,  and  the  holding  period  of the
post-effective  reverse split shares received will include the holding period of
the  pre-effective  reverse  split  shares  exchanged.

EFFECTIVE DATE

     If the proposed reverse split is approved and the board of directors elects
to  proceed  with  a  reverse split, the split would become effective as of 5:00
p.m. Nevada time on the date the split is approved by our stockholders, which in
any  event  shall  not be later than 12 months from the date of this information
statement.  Except  as  explained  herein  with respect to fractional shares and
stockholders  who currently hold fewer than 800 shares, or such lesser amount as
we  may determine, on such date, all shares of our common stock that were issued
and outstanding immediately prior thereto will be, automatically and without any
action  on the part of the stockholders, converted into new shares of our common
stock in accordance  with  the one for 800 exchange ratio or such other exchange
ratio  we  determine.

RISKS ASSOCIATED WITH THE REVERSE SPLIT

     This  information  statement  includes forward-looking statements including
statements  regarding  our  intent  to  solicit approval of a reverse split, the
timing  of  the  proposed  reverse split and the potential benefits of a reverse
split,  including,  but  not  limited  to,  increase  investor  interest and the
potential for a higher stock price. The words "believe," "expect," "will," "may"
and  similar  phrases  are intended to identify such forward-looking statements.
Such  statements  reflect  our current views and assumptions, and are subject to
various  risks  and  uncertainties  that  could  cause  actual results to differ
materially  from expectations. The risks include that we may not have sufficient
resources  to  continue  as  a  going  concern;  any significant downturn in our
industry or in general business conditions would likely result in a reduction of
demand for our products or services and would be detrimental to our business; we
will  be  unable  to  achieve profitable operations unless we increase quarterly
revenues  or make further cost reductions; a loss of or decrease in purchases by
one  of  our  significant  customers  could  materially and adversely affect our
revenues  and  profitability;  the  loss  of key personnel could have a material
adverse  effect on our business; the large number of shares available for future
sale could adversely affect the price of our common stock; and the volatility of
our  stock  price.  For  a  discussion  of these and other risk factors, see our
annual  report  on  Form  10-KSB  for the year ended December 31, 2003 and other
filings  with  the  Securities  and  Exchange  Commission.


                                      -8-

     If  approved  and  implemented, the reverse stock split will result in some
stockholders  owning "odd-lots" of less than 100 common shares of our stock on a
post-consolidation  basis.  Odd  lots  may be more difficult to sell, or require
greater  transaction  costs per share to sell than shares in "even-lots" of even
multiples  of  100  shares.


VOTE REQUIRED

     The  affirmative  vote  of  a majority of the total number of shares of our
issued  and  outstanding  capital  stock  is  required  to  approve the grant of
discretionary  authority  to  our  directors to implement a reverse stock split.

     The  board  of  directors  recommends  a  vote FOR approval of the grant of
discretionary  authority to our directors to implement a reverse stock split, as
described  in  Attachment  A  hereto.
               -------------

         GRANT OF DISCRETIONARY AUTHORITY TO THE BOARD OF DIRECTORS TO CONVERT
               ZANNWELL INC. TO A BUSINESS DEVELOPMENT CORPORATION

     The  board  of  directors  has  recommended  that  the directors be granted
authority  to  convert ZannWell Inc. to a Business Development Corporation. Such
conversion  into  a  Business  Development  Corporation  would allow us to raise
additional  funding  for  our  operations and to develop a larger investor base.
Approval  of  this  proposal  would give the board authority to convert ZannWell
Inc.  to  a Business Development Corporation at any time it determined within 12
months  of the date of this information statement. In addition, approval of this
proposal would also give the board authority to decline to convert ZannWell Inc.
to  a  Business  Development  Corporation.

     We  also reserve the right to proceed with the transaction if determined by
the  management  to  be  appropriate  under  the  circumstances  and in the best
interests  of  stockholders.

     The  board  currently  believes  that  becoming  a  Business  Development
Corporation  is  in  the  best  interests  of  our stockholders but requires the
flexibility  to  do  what  is  in  the  best  interests  of  our  stockholders.
Accordingly,  the  board  is  seeking  stockholder  approval  to  preserve  the
flexibility  to  move forward with this action is the board continues to believe
it  is  in  the  best  interests  of  our  stockholders  to  do  so.

     There is no assurance that becoming a Business Development Corporation will
be  consummated  or  if consummated, that such a transaction will be on the same
terms  as  anticipated  at  this time.  We reserve the right not to proceed with
such  transaction  or  to modify its terms at any time after taking into account
all  the  facts  and  circumstances.  For  any  transaction  that  would require
stockholder approval, we do not, however, intend to modify the proposed terms in
a  manner  that would have a material adverse impact on our stockholders without
seeking  further  stockholder  approval  of  such  terms.

VOTE REQUIRED

     Once a quorum is present and voting, a simple majority of the votes cast is
required  to  approve  the  grant of discretionary authority to our directors to
convert  ZannWell  Inc.  to  a  Business  Development  Corporation.

     The  board  of  directors  recommends  a  vote FOR approval of the grant of
discretionary  authority to our directors to convert ZannWell Inc. to a Business
Development  Corporation,  as  described  in  Attachment  A  hereto.
                                              -------------


RATIFICATION  OF THE REMOVAL OF R. PATRICK LISKA FROM OUR BOARD OF DIRECTORS Our
majority  stockholder  intends  to ratify the removal of R. Patrick Liska as our
director,  effective  November  23,  ,2004.

     Pursuant  to  Section  78.355  of  the  Nevada  Revised Statutes, incumbent
directors  may  be  removed from office by the vote of stockholders representing
not less than two-thirds of the voting power of the issued and outstanding stock
entitled  to  vote.  on  November  23, 2004,acting by written consent, Robert C.
Simpson,  our  then-majority  stockholder,  removed  R.  Patrick  Liska  as  our
director,  president, chairman of the board and chief executive officer . Robert
C.  Simpson had more than enough votes to approve the removal in accordance with
Section  78.355  of  the  Nevada  Revised Statutes. Effective November 23, 2004,
Robert  C.  Simpson  was  elected  our sole director, president, chairman of the
board  and  chief  executive  officer.

     The  removal  of  R.  Patrick Liska as our director and an officer resulted
from  philosophical  differences  between  us  and  Mr. Liska regarding business
operations,  policies  and  practices.

VOTE  REQUIRED

     No  less  than  two-thirds  of  the  of  the voting power of the issued and
outstanding  stock  entitled  to  vote  is  required to ratify the removal of R.
Patrick  Liska  as  our  director.

     The  board of directors recommends a vote FOR approval of the removal of R.
Patrick  Liska  as  our  director,  as  described  in  Attachment  A  hereto.

RATIFICATION  OF  THE  ELECTION  OF  STEVE  BONENBERGER  AND  BRENT FOUCH AS OUR
DIRECTORS

     On  November 29, 2004, as reported by us on a Current Report filed with the
Commission  on  December  1, 2004, a change in control occurred as the result of
the  acquisition  of  our  series  A,  series  B and series C preferred stock by
Palomar.

     Pursuant  to  that  certain Capital Stock Purchase Agreement dated November
29,  2004  between  Robert  C.  Simpson, our then-sole director and officer, and
Palomar,  on  November  29,  2004,  Palomar acquired from Dr. Simpson 19,000,000
shares  of  our  series  A  preferred  stock,  10,000,000 shares of our series B
preferred  stock  and  10,000,000  shares  of  our series C preferred stock. The
shares  of  the  series  A preferred stock do not have voting rights. The voting
power  of  all of the shares of our preferred stock sold pursuant to the Capital
Stock  Purchase  Agreement  equals  to  the  vote of 1,010,000,000 shares of the
common  stock.

     Concurrently  with  the  stock purchase transaction, Robert C. Simpson, our
then-sole  director,  elected  Steve Bonenberger and Brent Fouch to our board of
directors.  Steve  Bonenberger  was  also  elected President and Chief Executive
Officer  and  Brent  Fouch  was  elected  Secretary and Chief Financial Officer.
Following  the  election  of  Messrs.  Bonenberger and Fouch as our officers and
directors , Robert C. Simpson resigned his positions as our director and officer
.  Our  majority stockholder intends to ratify the election of Messrs. Fouch and
Bonenberger  to  our  board  of  directors.

     Directors  are elected by the stockholders by a plurality of the votes cast
at  the  election.


VOTE  REQUIRED

     No less than the majority of the voting power of the issued and outstanding
stock entitled to vote is required to ratify the election of Messrs. Bonenberger
and  Fouch  to  our  board  of  directors.

     The  board  of directors recommends a vote FOR ratification of the election
of  Messrs.  Bonenberger  and  Fouch  to  our board of directors as described in
Attachment  A  hereto.
-------------

NOMINEES

     The  following table sets forth information concerning each nominee as well
as each director, officer, and each non-director executive officer continuing in
office:



      NAME         AGE                           POSITION                           DIRECTOR SINCE
-----------------  ---  ----------------------------------------------------------  --------------
                                                                           
Steve Bonenberger   48  President, Chief Executive Officer and director            2004
Brent Fouch         35  Secretary, Chief Financial Officer and director             2004


     Our  executive  officers  are  elected  annually by our board of directors.
There  are  no  family relationships among our directors and executive officers.



     Steve  Bonenberger:  During  the  past  five years, Mr. Bonenberger was the
managing director of B.M.M., LLC, a corporate consulting firm. Going forward, he
intends  to  devote  a significant portion of his time to the furtherance of our
operations.

     Brent  Fouch:  Over  the  past  four  years, Mr. Fouch has been a corporate
consultant

BOARD MEETINGS AND COMMITTEES

      During our fiscal year ended  December  31,  2003,  our board of directors
held  four  meetings,  each  of  which  was  signified by a consent  executed by
our  directors.

     Compensation  Committee.  Our  board  of  directors  has recently created a
compensation committee. However, no members to the committee have been appointed
and  the  committee  has not been formally organized. The compensation committee
will  make  recommendations  to  the  board of directors concerning salaries and
compensation  for  our  executive  officers  and  employees. Our board adopted a
written  charter  for the compensation committee, a copy of which is attached to
this  information  statement  as Exhibit A. Since the compensation committee has
                                 ---------
been  formed  recently, there have been no meetings held or members appointed at
the  time  of  this  information  statement.

     Audit  Committee.  Our  board  of  directors  has recently created an audit
committee  which will be directly responsible for the appointment, compensation,
and  oversight  of the work of any registered public accounting firm employed by
us (including resolution of disagreements between our management and the auditor
regarding financial disclosure) for the purpose of preparing or issuing an audit
report  or  related  work.  Our  board  adopted  a written charter for the audit
committee,  a copy of which is attached to this information statement as Exhibit
                                                                         -------
B.  The audit committee will review and evaluate our internal control functions.
-
Since  the audit committee has been formed recently, there have been no meetings
held  or  members  appointed  at  the  time  of  this  information  statement.

     The  members  of  the  audit committee will be independent as defined under
Rule  4200(a)(15)  of  the  NASD's  listing  standards.

     Executive  Committee.  We  do not have an executive committee, although our
board  of  directors  is  authorized  to  create  one.

     Nominating  Committee.  Our  board  of  directors  has  recently  created a
nominating  committee.  No  meetings  have  been  held or members appointed. The
functions  to  be  performed  by  the  nominating  committee  include  selecting
candidates  to fill vacancies on the board of directors, reviewing the structure
and  composition  of  the  board,  and  considering qualifications requisite for
continuing  board  service.  The  nominating  committee will consider candidates
recommended  by  a  stockholder of Zannwell Inc. Any such recommendation for the
2005  Annual  Meeting  of  Stockholders  should  be  provided  to  our corporate
secretary  by  December  31,  2004.

     The  policies  and  procedures  with  respect  to the consideration of such
candidates  are  set  forth  below:

     The  recommended candidate is to be submitted to us in writing addressed to
our  principal  offices  in  Carson  City,  Nevada.  The recommendation is to be
submitted  by the date specified in Rule 14a-8 of the Securities Exchange Act of
1934,  as  amended  for  submitting  stockholder proposals to be included in the
Company's  annual  stockholders'  meeting  proxy  statement.

     The  recommendation  shall  be  in  writing and shall include the following
information:  name  of candidate; address, phone, and fax number of candidate; a
statement  signed  by  the  candidate certifying that the candidate wishes to be
considered  for nomination to our board of directors; and information responsive
to  the  requirements of Regulation S-K, Item 401 with respect to the candidate;
and state the number of shares of our stock beneficially owned by the candidate.

     The recommendation shall include a written statement of the candidate as to
why the candidate believes that he meets the director qualification criteria and
would  otherwise  be  a  valuable  addition  to  our  board  of  directors.

     The  nominating  committee  shall  evaluate  the  recommended candidate and
shall, after consideration of the candidate after taking account of the director
qualification criteria set forth below, determine whether or not to proceed with
the  candidate  in  accordance  with  the procedures outlined under "Process for
Identifying  Candidates"  below.



      These procedures do not create a contract between us, on the one hand, and
our security holder(s) or a candidate recommended by our security holder(s),  on
the other hand.  We reserve the right to change  these  procedures  at any time,
consistent  with  the  requirements of applicable law and rules and regulations.

      Director  Qualifications  Criteria.  A majority of the board of  directors
must be "independent" in accordance with NASDAQ,  the Exchange Act and SEC rules
and  regulations.  As  minimum  qualifications,  all  candidates  must  have the
following  characteristics:

o     The  highest  personal  and  professional  ethics,  integrity  and values;

o     Broad-based skills and experience at an executive,  policy-making level in
      business,  academia,  government  or  technology  areas  relevant  to  our
      activities;

o     A willingness to devote sufficient time to become  knowledgeable about our
      business  and  to  carry  out his duties and responsibilities effectively;

o     A  commitment  to serve on the  board for two years or more at the time of
      his  initial  election;  and

o     Be  between  the  ages  of 30 and 70, at the time of his initial election.

      Process  for  Identifying  and  Evaluating   Candidates.   The  nominating
committee's  process  for  identifying  and  evaluating  candidates  is:

o     The  chairman  of the board,  the  nominating  committee,  or other  board
      members  identify  the need to add new members to the board with  specific
      criteria  or  to  fill  a  vacancy  on  the  board;

o     The chair of the  nominating  committee  initiates a search,  working with
      staff  support and seeking  input from the members of the board and senior
      management,  and  hiring  a  search  firm,  if  necessary;

o     The  nominating  committee  identifies  an  initial  slate of  candidates,
      including  any  recommended  by  security  holders  and  accepted  by  the
      nominating committee,  after taking account of the director qualifications
      criteria  set  forth  above;

o     The  nominating  committee  determines  if any board members have contacts
      with  identified  candidates  and  if  necessary,  uses  a  search  firm;

o     The chairman of the board,  the chief  executive  officer and at least one
      member  of  the  nominating  committee interview prospective candidate(s);

o     The  nominating  committee  keeps  the  board  informed  of the  selection
      progress;

o     The nominating committee meets to consider and approve final candidate(s);
      and

o     The nominating  committee presents selected  candidate(s) to the board and
      seeks  full  board  endorsement  of  such  candidate(s).

COMPENSATION OF DIRECTORS

     We have not yet determined the amount of compensation for our directors and
have  not  yet  compensated  our  directors  for  any  of  their  services.

Vote Required

     The  two  nominees  receiving  the highest number of votes are elected if a
quorum  is  present and voting. Our board of directors recommends a vote FOR the
ratification  of  the  election of Messrs. Fouch and Bonenberger to our board of
directors.

     Information  regarding the beneficial ownership of our common and preferred
stock  by  management  and  the  board  of  directors  is  noted  below.

     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table presents information regarding the beneficial ownership
of all shares of our common stock and preferred stock as of the record date, by:

-    Each person who beneficially owns more than five percent of the outstanding
     shares  of  our  common  stock;


                                      -9-

-    Each  person  who  beneficially  owns  outstanding  shares of our preferred
     stock;

-    Each  of  our  directors;

-    Each  named  executive  officer;  and

-    All  directors  and  officers  as  a  group.




                                                        COMMON STOCK
                                                        BENEFICIALLY         PREFERRED STOCK BENEFICIALLY
                                                           OWNED (2)                   OWNED (2)
                                                     -------------------  ---------------------------------
NAME AND ADDRESS OF BENEFICIAL OWNER (1)               NUMBER    PERCENT        NUMBER           PERCENT
---------------------------------------------------  ----------  -------  ------------------  -------------
                                                                                  
Palomar Enterprises, Inc.(3)                                  0        0      19,000,000 (4)             95
                                                                              10,000,000 (5)            100
                                                                              10,000,000 (6)            100
Steve Bonenberger
Brent Fouch
All directors and officers as a group (two persons)           0        0               0                  0
Robert Simpson, Ph. D                                13,000,000     7.75
R. Patrick Liska                                              0        0       1,000,000 (4)              5

---------------
(1)  Unless  otherwise  indicated, the address for each of these stockholders is
     c/o  ZannWell  Inc.,  1802  N. Carson Street, Suite 212 Carson City, Nevada
     89701, and telephone (775) 887-0670. Also, unless otherwise indicated, each
     person  named  in  the table above has the sole voting and investment power
     with  respect  to  the  shares  of  our common and preferred stock which he
     beneficially  owns.
(2)  Beneficial ownership is determined in accordance with the rules of the SEC.
     As of the record date, the total number of outstanding shares of the common
     stock  is 167,750,000, the total number of outstanding shares of the Series
     A  preferred  stock  is  20,000,000 shares, the total number of outstanding
     shares  of  the Series B preferred stock is 10,000,000 shares and the total
     number  of outstanding shares of the Series C preferred stock is 10,000,000
     shares.
(3)  Palomar  Enterprises,  Inc.  is a Nevada corporation which is controlled by
     Brent  Fouch  and Steve Bonenberger, our directors and officers. Each share
     of  our  common stock is entitled to one vote on all matters brought before
     the  stockholders,  the shares of our Series A preferred stock stockholders
     do  not  have  voting  rights,  each  share of our Series B preferred stock
     outstanding  entitles  the  holder  to  one vote of the common stock on all
     matters  brought  before  the  stockholders  and each share of our Series C
     preferred  stock outstanding entitles the holder to 100 votes of the common
     stock  on  all  matters brought before the stockholders. Therefore, Palomar
     will have the power to vote 1,010,000,000 shares of the common stock, which
     number  exceeds  the  majority  of  the  167,750,000 issued and outstanding
     shares  of  our  common  stock  on  the  record  date.
(4)  Series  A  preferred  stock.
(5)  Series  B  preferred  stock
(6)  Series  C  preferred  stock


EXECUTIVE  COMPENSATION

SUMMARY  OF  CASH  AND  CERTAIN  OTHER  COMPENSATION

      Please  see  "Compensation  of  Directors,"  supra.

      The following table provides  certain summary  information  concerning the
compensation earned by the named executive officers (determined as of the end of
the last fiscal  year) for  services  rendered in all  capacities  to us for the
fiscal  years  ended  December  31,  2003,  2002  and  2001.



                                         ANNUAL COMPENSATION                     LONG TERM COMPENSATION
                                -----------------------------------    ----------------------------------------
                                                                                   AWARDS               PAYOUTS
                                                                       -----------------------------    -------
                                                                       RESTRICTED       SECURITIES
                                                       OTHER ANNUAL       STOCK          UNDERLYING      LTIP          ALL OTHER
NAME AND PRINCIPAL                           BONUS     COMPENSATION      AWARD(S)       OPTIONS/SARS    PAYOUTS       COMPENSATION
POSITION                 YEAR   SALARY($)     ($)           ($)             ($)             (#)            ($)            ($)
-------------------      ----   --------    ------     ------------    ----------       ------------    -------       ------------
                                                                                              
     Steve Bonenberger   2001       0          0             0               0               0              0              0
       President         2002       0          0             0               0               0              0              0
                         2003       0          0             0               0               0              0

                         2001       0          0             0               0               0              0              0
     Brent Fouch         2002       0          0             0               0               0              0              0
        Chairman         2003       0          0             0               0               0              0              0
     Robert Simpson      2004       0          0             0               0               0              0              0
     R. Patrick Liska    2004       0          0             0               0               0              0              0


EMPLOYMENT  AGREEMENTS

      None.

STOCK OPTIONS AND SAR GRANTS IN THE LAST FISCAL YEAR

     There  were  no  grants  of  stock  options to the named executive officers
during  the  fiscal  year  ended  December  31,  2003.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     In  establishing compensation levels, our board of directors has endeavored
to ensure the compensation programs for our executive officers were effective in
attracting  and  retaining  key  executives responsible for our success and were
administered  in  an appropriate fashion in our long-term best interests and our
shareholders.  In  that regard, our board of directors sought to align the total
compensation  for our executive officers with our performance and the individual
performance  of  each of our executive officers in assisting us in accomplishing
our  goals.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

          Section  16(a)  of the Exchange Act requires our directors, executive
officers  and  persons who own more than 10 percent of a registered class of our
equity securities, file with the SEC initial reports of ownership and reports of
changes  in ownership of our equity securities.  Officers, directors and greater
than  10  percent stockholders are required by SEC regulation to furnish us with
copies  of  all  Section 16(a) forms they file.  All such persons have filed all
required  reports.

                         DOCUMENTS INCORPORATED BY REFERENCE

          Our Annual Report on Form 10-KSB for the year ended December 31, 2003
and  financial  information from our subsequent Quarterly Reports for the period
ended  March  31,  2004  and June 30, 2004 are incorporated herein by reference.


                                      -10-

                       COPIES OF ANNUAL AND QUARTERLY REPORTS


     We  will  furnish  a  copy of our Annual Report on Form 10-KSB for the year
ended  December 31, 2003 all subsequent Quarterly Reports on Form 10-QSB and any
exhibit  referred  to  therein  without  charge  to  each  person  to  whom this
information  statement  is delivered upon written or oral request by first class
mail  or  other  equally prompt means within one business day of receipt of such
request.  Any  request  should be directed to our corporate secretary at 1802 N.
Carson  Street,  Suite 212  Carson City, Nevada 89701 telephone ((775) 887-0670.

                               By Order of the board of directors,

                               /s/  Steve Bonenberger

                               Steve Bonenberger
                               President



                                      -11-

                                                                    ATTACHMENT A

                           RESOLUTIONS TO BE ADOPTED BY THE


                                   STOCKHOLDERS OF

                                    ZANNWELL INC.

                                   (the "Company")

     RESOLVED,  that  the  grant  of discretionary authority to the directors to
amend  the Company's Articles of Incorporation to change the name of the Company
to  "  The  BlackHawk  Fund  "  is  hereby  approved  in  all  respects;  and

     RESOLVED  FURTHER,  that  the  amendment  to  the  Company's  Articles  of
Incorporation  increasing  the  number  of  authorized shares of common stock to
4,000,000,000  shares  is  hereby  adopted  and  approved  in  all respects; and

     RESOLVED  FURTHER,  that  the  grant  of  discretionary  authority  to  the
directors  to  implement a consolidation of the Company's issued and outstanding
common  stock  on  the basis of one post-consolidation share for up to every 800
pre-consolidation shares within 12 months of the Company's information statement
on  Schedule  14C  is  hereby  approved  and  adopted  in  all  respects;  and

     RESOLVED  FURTHER,  that  the  grant  of  discretionary  authority  to  the
directors to convert the Company to a Business Development Corporation within 12
months of the Company's information statement on Schedule 14C is hereby approved
and  adopted  in  all  respects;  and

     RESOLVED  FURTHER,  that the removal of R. Patrick Liska from the Company's
board  of  Directors  is  hereby  ratified  and  approved  in  all respects; and

     RESOLVED FURTHER, that the election of Steve Bonenberger and Brent Fouch to
the  Company's  board  of  Directors  is  hereby  ratified  and  approved in all
respects;  and

     RESOLVED  FURTHER,  that  the  officers of the Company be, and each of them
hereby is, authorized, empowered and directed, for and on behalf of the Company,
to  take  any  and all actions, to perform all such acts and things, to execute,
file,  deliver  or  record  in  the  name and on behalf of the Company, all such
instruments,  agreements,  or  other documents, and to make all such payments as
they, in their judgment, or in the judgment of any one or more of them, may deem
necessary,  advisable  or  appropriate  in  order  to carry out the transactions
contemplated  by  the  foregoing  resolutions.



                                                                    ATTACHMENT B

                                   CHARTER OF
                               THE AUDIT COMMITTEE
                            OF THE BOARD OF DIRECTORS
                                OF ZANNWELL INC.

     1.     Audit  Committee  Purpose.  The  Audit  Committee  of  the  Board of
            -------------------------
Directors of Zannwell Inc., a Nevada corporation (the "Company") is appointed by
the  Board  of  Directors  to  assist  the  Board of Directors in fulfilling its
oversight  responsibilities.  The  Audit  Committee's  primary  duties  and
responsibilities  are  to:

          (a)     Monitor  the  integrity  of  the Company's financial reporting
process.

          (b)     Provide  systems  of  internal  controls  regarding  finance,
accounting,  and  legal  compliance.

          (c)     Monitor  the  independence  and  performance  of the Company's
independent  auditors.

          (d)     Provide  an  avenue  of  communication  among  the independent
auditors,  management,  and  the  Board  of  Directors.

     The  Audit  Committee  has  the  authority  to  conduct  any  investigation
appropriate  to  fulfilling its responsibilities and it has direct access to the
independent auditors as well as anyone in the organization.  The Audit Committee
has  the ability to retain, at the Company's expense, special legal, accounting,
or  other  consultants  or  experts it deems necessary in the performance of its
duties.

     2.     Audit  Committee  Composition and Meetings.  Audit Committee members
            ------------------------------------------
shall  meet  the  requirements of the National Association of Securities Dealers
and  the  criteria  set  forth  in  the  Appendix  1 attached hereto.  The Audit
                                         -----------
Committee shall be comprised of two or more directors as determined by the Board
of  Directors,  each  of  whom shall be independent nonexecutive directors, free
from  any relationship that would interfere with the exercise of his independent
judgment.  All  members  of the Audit Committee shall have a basic understanding
of  finance  and  accounting  and  be  able  to  read and understand fundamental
financial  statements, and at least one member of the Audit Committee shall have
accounting  or  related  financial  management  expertise.

     Audit  Committee  members  shall  be appointed by the Board of Directors on
recommendation of a nominating committee.  If an audit committee Chairman is not
designated  or  present,  the  members  of  the  Audit Committee may designate a
Chairman  by  majority  vote  of  the  Audit  Committee  membership.

     The  Audit  Committee  shall  meet  at  least three times annually, or more
frequently  as circumstances dictate. The Audit Committee Chairman shall prepare
and/or  approve an agenda in advance of each meeting. The Audit Committee should
meet  privately  in  executive  session  at  least annually with management, the
independent  auditors  and  as a committee to discuss any matters that the Audit
Committee or each of these groups believes should be discussed.

     3.     Audit  Committee  Responsibilities  and  Duties.
            -----------------------------------------------

          (a)     Review  Procedures.
                  ------------------

               (i)     Review and reassess the adequacy of this Charter at least
annually. Submit the charter to the Board of Directors for approval and have the
document  published at least every three years in accordance with the Securities
and  Exchange  Commission  regulations.


                                        1

               (ii)     Review the Company's annual audited financial statements
prior  to  filing  or  distribution.  Review  should  include  discussion  with
management  and  independent auditors of significant issues regarding accounting
principles,  practices  and  judgments.

     In  consultation with the management and the independent auditors, consider
the  integrity  of  the  Company's  financial  reporting processes and controls.
Discuss  significant financial risk exposures and the steps management has taken
to  monitor,  control  and  report  such exposures.  Review significant findings
prepared  by  the  independent  auditors  together  with  management's responses
including  the  status  of  previous  recommendations.

          (b)     Independent  Auditors.
                  ---------------------

               (i)     The  independent  auditors  are ultimately accountable to
the  Audit  Committee  and  the  Board  of Directors.  The Audit Committee shall
review  the  independence and performance of the auditors and annually recommend
to the Board of Directors the appointment of the independent auditors or approve
any  discharge  of  auditors  when  circumstances  warrant.

               (ii)     Approve  the  fees and other significant compensation to
be  paid  to  the  independent  auditors.

     On  an annual basis, the Audit Committee should review and discuss with the
independent  auditors  all  significant relationships they have with the Company
that  could  impair  the  auditors'  independence.

     Review  the  independent auditors' audit plan, and discuss scope, staffing,
locations,  reliance  upon  management  and  internal  audit  and  general audit
approach.

     Prior  to releasing the year-end earnings, discuss the results of the audit
with  the  independent  auditors.  Discuss  certain  matters  required  to  be
communicated  to  audit  committees in accordance with the American Institute of
Certified  Public  Accountants  Statement  of  Auditing  Standards  No.  61.

     Consider  the  independent  auditors'  judgment  about  the  quality  and
appropriateness  of  the  Company's  accounting  principles  as  applied  in its
financial  reporting.

     4.     Legal  Compliance.  On  at  least  an  annual basis, review with the
            -----------------
Company's counsel, any legal matters that could have a significant impact on the
organization's  financial  statements,  the Company's compliance with applicable
laws  and  regulations,  inquiries  received  from  regulators  or  governmental
agencies.

     5.     Other  Audit  Committee  Responsibilities.
            -----------------------------------------

          (a)     Annually  prepare  a report to stockholders as required by the
Securities  and  Exchange  Commission.  The  report  should  be  included in the
Company's  annual  proxy  statement.

          (b)     Perform any other activities consistent with this Charter, the
Company's  Bylaws  and  governing  law,  as  the Audit Committee or the Board of
Directors  deems  necessary  or  appropriate.

          (c)     Maintain  minutes  of  meetings and periodically report to the
Board  of  Directors  on  significant  results  of  the  foregoing  activities.

          (d)     Establish,  review  and  update periodically a Code of Ethical
Conduct  and  ensure  that  management  has established a system to enforce this
Code.

          (e)     Periodically  perform  self-assessment  of  audit  committee
performance.

          (f)     Review  financial and accounting personnel succession planning
within  the  Company.


                                        2

          (g)     Annually  review  policies  and  procedures  as  well as audit
results  associated  with  directors'  and  officers'  expense  accounts  and
perquisites.  Annually  review  a  summary  of  directors' and officers' related
party  transactions  and  potential  conflicts  of  interest.


                                         By Order of the Board of Directors,



                                         By    /s/ Steve Bonenberger
                                           ------------------------------------
                                           Steve Bonenberger,
                                           President


                                        3

                                                                      APPENDIX 1

                                  ZANNWELL INC.
                    DEFINITION OF INDEPENDENCE AS IT PERTAINS
                           TO AUDIT COMMITTEE MEMBERS

     1.     To  be  considered  independent,  a  member  of  the Audit Committee
cannot:

          (a)     Have  been an employee of the Company or its affiliates within
the  last  three  years;

          (b)     Have  received compensation from the Company or its affiliates
in  excess of $60,000 during the previous fiscal year, unless for board service,
in  the  form  of  a  benefit  under  a  tax-qualified  retirement  plan,  or
non-discretionary  compensation;

          (c)     Be a member of the immediate family of an executive officer of
the Company or any of its affiliates, or someone who was an executive officer of
the  Company  or  any  of  its  affiliates  within  the  past  three  years;

          (d)     Be a partner, controlling stockholder, or executive officer of
a  for  profit organization to which the Company made, or from which the Company
received  payments  (other  than  those  arising  solely from investments in the
Company's securities) in any of the past three years in excess of the greater of
$200,000  or  five  percent  of the consolidated gross revenues for that year of
either  organization;  or

          (e)     Be employed as an executive of another entity where any of the
Company's  executives  serves  on  that  other  entity's compensation committee.

     2.     Subject  to  compliance  with the listing requirements of The Nasdaq
Stock  Market  or  any  applicable  stock  exchange  and  the regulations of the
Securities  and  Exchange  Commission,  and  under the limited circumstances set
forth  in  such  listing  requirements and regulations, one person (who is not a
current  employee  or  family  member  of an employee) not meeting the foregoing
criteria  may  be appointed to the Audit Committee if the Board of Directors (i)
determines  that  the  best  interests  of  the  Company and its stockholders so
require,  and  (ii)  discloses, in the next annual proxy statement subsequent to
such  determination,  the  nature  of  the relationship and the reasons for that
determination.



                                                                       EXHIBIT A

                                   CHARTER OF
                           THE COMPENSATION COMMITTEE
                            OF THE BOARD OF DIRECTORS
                                OF ZANNWELL INC.

     1.     Committee Composition.  The Compensation Committee (the "Committee")
            ---------------------
of  the  Board of Directors (the "Board") of Zannwell Inc., a Nevada corporation
(the  "Company"), will be comprised of at least two members of the Board who are
not  employees  of  the  Company.  The  members  of the Committee, including the
Committee Chairman, will be annually appointed by and serve at the discretion of
the  Board.

     2.     Functions  and  Authority.  The  operation  of the Committee will be
            -------------------------
subject  to  the Articles of Incorporation of the Company and applicable Florida
laws and any other applicable laws, rules or regulations, as in effect from time
to  time.  The Committee will have the full power and authority to carry out the
following  responsibilities:

          (a)     To  recommend  the  salaries,  bonuses and incentives, and all
cash,  equity and other forms of compensation (the "total compensation") paid to
the  members  of  the management of the Company as may be required under Florida
law, and advise and consult with the President regarding the compensation scheme
for  all  executive  officers.

          (b)     To  advise  and consult with management to establish policies,
practices  and procedures relating to the Company's employee stock, option, cash
bonus  and  incentive  plans  and employee benefit plans and, as may be required
under  applicable  law,  and  administer  any  such  plans.

          (c)     To  administer  the  Company's  employee stock option plan and
perform  the  functions  contemplated  to  be  performed  by the management with
respect  to the President and all plan participants who may be deemed "officers"
for  purposes  of Section 16 of the Securities Exchange Act of 1934, as amended.

          (d)     To  advise  and  consult  with management regarding managerial
personnel  policies  and  compensation  schemes.

          (e)     To  review  and  make  recommendations  to  the  full  Board
concerning any fees and other forms of compensation paid to members of the Board
for  Board  and  committee  service.

          (f)     To exercise the authority of the Board concerning any policies
relating to the service by the members of management or executive officers, as a
director  of  any  unrelated  company,  joint  venture  or  other  enterprise.

          (g)     At  the  Committee's sole discretion, to review all candidates
for  appointment  to  senior  managerial or executive officer positions with the
Company  and  provide  a  recommendation  to  the  Board.

          (h)     At  the  Committee's  sole  discretion,  to  annually  or
periodically  interview  all  officers  who  directly  report  to the President.

          (i)     To  administer  the annual performance review of the President
which  is  to  be  completed by the full Board.  The Committee Chairman together
with  the  Chairman  of  the  Board  shall review the results of the performance
evaluation  with  the  President.

          (j)     To  perform such other functions and have such other powers as
may  be  necessary  or  convenient  in  the efficient discharge of the foregoing
responsibilities  and  as  may  be  delegated  by  the  Board from time to time.


                                        1

          (k)     To  regularly  report  to  the  Board  the  activities  of the
Committee,  or  whenever  it  is  called  upon  to  do  so.

     3.     Meetings.  The Committee will hold regular meetings each year as the
            --------
Committee  may  deem  appropriate.  The President and Chairman of the Board, and
any  other invited employees and outside advisers, may attend any meeting of the
Committee, except for portions of the meetings where his or their presence would
be  inappropriate,  as  determined  by  the  Committee  Chairman.

     4.     Minutes  and  Reports.  The  Committee  will  keep  minutes  of each
            ---------------------
meeting  and will distribute the minutes to each member of the Committee, and to
members  of  the Board who are not members of the Committee and the Secretary of
the  Company.  The Committee Chairman will report to the Board the activities of
the  Committee  at  the  Board  meetings  or whenever so requested by the Board.

                                          By Order of the Board of Directors,



                                          By   /s/  Steve  Bonenberger
                                            ------------------------------------
                                            Steve  Bonenberger,
                                            ------------------
                                            President


                                        2